JOBS Act and Rulemaking by the SEC - General Solicitation
Overview: The Jumpstart Our Business Startup Act (JOBS Act) was passed by Congress in 2012 to increase capital available to startups and provide an easier regulatory path for growing companies for successful exits. The act included a variety of initiatives, including an IPO on-ramp, increased maximum for "Reg A" IPOs, allowance of equity-based crowdfunding, and ability for issuers of private investments to use general solicitation to accredited investors.
In July 2013, the Securities and Exchange Commission released two final rules and one proposed rule related to general solicitation - and particularly how investor accredited investor status would need to be verified and the filings and reports issuers would be required to make in solicited offerings. The final rules went into effect on September 23, 2013 and comments on the proposed rules closed on November 4 (although they continue to accept comments, particularly related to the
definition of accredited investor as of June, 2014).
Below are many ACA materials and other resources for all members of the startup community to help understand the issues and to get the word out about their potential harm to the innovation economy, but also provide a pathway for verification of the accredited investor status of members of "established angel groups":
ACA Guidance of Accredited Investor Verification: What Membership in an Established Angel Group Says About a Purchaser
Tools and Templates for Members for Communication
ACA Messages and Op-Eds
ACA Webinars, Presentations and Webcasts on SEC Rules
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Webinar with audio and slide deck, August 6, 2013 - Joe Wallin (Davis Wright Tremaine), Kristen Young (Sullivan Worcester), Lori Smith (White and Williams)
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Slide deck without audio, August 6, 2013
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Webcast of SEC Advisory Committee on Small and Emerging Companies (Part 1) - David Verrill and Marianne Hudson - September 17, 2013 (presentation beging at about 1 hour and 28 minutes into Webcast)
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Presentation deck to SEC Advisory Committee on Small and Emerging Companies - David Verrill and Marianne Hudson - September 17, 2013
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Live chat on ACA Presentation to SEC Advisory Committee on Small and Emerging Companies - September 17, 2013
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JOBS Act Rulemaking - What Entrepreneurs and Startup Supporters Should Know - Webinar with audio and slide deck - (PowerPoint Slides) - October 3, 2013
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JOBS Act Update - New Deals on the Horizon (The Deal) - Webinar with audio and slide deck, September 23, 2014 - Marianne Hudson (Angel Capital Association), Ronald Orol (The Deal), Brian S. Korn (Pepper Hamilton LLP), Gregory J. Nowak (Pepper Hamilton LLP)
The SEC Rules
Some of our Favorite Resources for Angels and Entrepreneurs
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ACA's Thank You Letter to Commissioner Stein - April 24, 2015
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Crowdnetic Report - September 30, 2014
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BTAA Memo_EAG to Entrepreneurs Seeking Captial - April 22, 2014
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Letter from Reps. Scott Garrett and Patrick McHenry to SEC on Proposed Rule on Form D - July 23, 2013
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SaveRegD.org
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Startup Law Blog - Joe Wallin
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William Carleton, Counselor @ Law
- Time to Advertise Your Private Offerings? Not So Fast - Joe Wallin, WSJ The Accelerators - July 12, 2013
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Let's Have General Solicitation as Congress Intended It - William Carleton, TechCrunch - July 19, 2013
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MoFo Jumpstarter - Morrison Foerster LLP
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Alert/ FAQ on SEC Rules - Latham WatkinsLLP
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Letter to the SEC on Final and Proposed Rules - Golden Seeds LLC
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Morgan Lewis White Paper - Morgan Lewis LLP
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The Changing SEC Rules on Fundraising and What They Mean for Startups - Joe Wallin, Pando Daily - August 27, 2013
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General Solicitation and (Public) Private Placements: Navigating the Minefield Planted by New and Proposed SEC Rules - White and Williams LLP - September 10, 2013
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Sens. Moran and Warner Respond to SEC Rulemaking on JOBS Act - September 20, 2013
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North Texas Angel Network Policy Regarding the New SEC Rules - September 26, 2013
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Joint Letter to SEC on Final and Proposed Rules - 22 Southeast ACA Member Groups - October 28, 2013
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Nine National Innovation Organizations Write Joint Letter to SEC - October 30, 2013 (ACA is part of coalition of associations that support startups and innovation)
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ACA Letter to SEC on Proposed Rules on Regulation D, Form D, and Rule 156 - November 4, 2013
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New England Angel Groups Joint Letter to SEC - Twelve Groups - November 7, 2013
ACA's Activity Before the SEC Final Rules were Released (2012-2013)
ACA collected many helpful resources on the issue of general solicitation and "reasonable steps" for issuers to verify accredited investor status:
Below are additional resources on the JOBS Act and its potential implications on angel investors:
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